Browse EX-10 agreements

GUARANTY

 

This GUARANTY, made effective as of December 31, 2025, is given by Nadir Ali, an individual (“Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Investor”).

 

PURPOSE

 

A. Game Your Game, Inc., a Delaware company (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $575,000.00 (the “Note”).

 

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

 

C. Guarantor is a significant stockholder and officer of Borrower and will materially benefit from the credit evidenced by the Note and other financial accommodations granted to Borrower pursuant to the Note.

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of March 31, 2026, is made by Game Your Game, Inc., a Nevada corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.

Debtor issued to Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time (the “Note”), pursuant to a certain Securities Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

 

B.

In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

 

C.

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PLEDGE AGREEMENT

 

This Pledge Agreement (this “Agreement”) is entered into as of March 31, 2026, by and between Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”), and Grafiti LLC, a Nevada limited liability company (“Pledgor”).

 

A. Game Your Game, Inc., a Nevada corporation (“Borrower”), has issued to Secured Party that certain Secured Promissory Note of even date herewith in the face amount of $1,135,000.00 (the “Note”).

 

B. The Note was issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Borrower and Secured Party (the “Purchase Agreement”).

 

C. Pledgor hereby desires to pledge pursuant to this Agreement all shares of common stock in Borrower owned by Pledgor which represent not less than sixty percent (60%) of the outstanding shares of common stock of the Borrower, after giving effect to any permitted sale or transfer pursuant to Section 5(a)(vi) (the “Pledged Shares”) as additional collateral under the Note.

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GAME YOUR GAME, INC. 2026 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT

 

Unless otherwise defined herein, the terms defined in the Game Your Game, Inc. (the “Company”) 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

 

 

Participant Name:

 

 

 

 

 

Address:

 

 

The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

 

Grant Number:

______________________________

 

Date of Grant:

______________________________

 

Vesting Commencement Date:

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”), dated April 16th, 2026 (the “Effective Date”), is entered into by and between Game Your Game, Inc. (the “Employer” or the “Company”) and Soumya Das (the “Employee”).

 

WITNESSETH:

 

WHEREAS, Employer desires to employ Employee to serve as Chief Executive Officer of the Company and Employee desires to be employed by Employer in such capacity pursuant to the terms and conditions hereinafter set forth.

 

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

 

1.  EMPLOYMENT: DUTIES AND RESPONSIBILITIES

 

Employer hereby employs Employee as Chief Executive Officer. Employee shall perform those duties and hold those responsibilities that are usual and customary for a Chief Executive Officer to perform and hold. Employee shall primarily perform his job duties at Employer’s office in Palo Alto, California or other such location agreed upon by the Company.

 

2.  FULL TIME EMPLOYMENT

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

 

This Exchange Agreement (this “Agreement”) is entered into as of [●], 2026 (“Effective Date”) by and between Grafiti Group LLC, a Nevada limited liability company (the “Majority Holder”), and Game Your Game, Inc., a Nevada corporation (the “Company”). Certain capitalized terms are defined in Section 2 of this Agreement.

 

A. As a result of that certain Stock Assignment Agreement, dated [●], 2026, by and between Grafiti LLC and the Majority Holder, the Majority Holder acquired 10,896,773 shares of Common Stock (the “Grafiti Group Common Shares”) and became a party to that certain Stockholders’ Agreement, dated April 9, 2021, among the Company and holders of its outstanding Common Stock (the “Stockholders’ Agreement”); pursuant to which the Majority Holder is the beneficiary of certain rights and preferences as set forth therein.

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GAME YOUR GAME, INC.

STOCK OPTION GRANT NOTICE

(2016 EQUITY INCENTIVE PLAN)

 

Game Your Game, Inc., a Delaware corporation, (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Stock Option Exercise Agreement, all of which are attached hereto and incorporated herein in their entirety.

 

Optionholder:

___________________

Date of Grant:

___________ __, 20___

 

Vesting Commencement Date:

___________ __, 20___

 

Number of Shares Granted (“Option Shares”):

________

 

Exercise Price (Per Share):

$_______

 

Total Exercise Price:

$_______

 

Expiration Date:

___________ __, 20___

 

Type of Grant:

____ Incentive Stock Option

____ Nonstatutory Stock Option

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of March 31, 2026, is entered into by and between Game Your Game, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of ____, 2026, is entered into by and between Game Your Game, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 14.

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of December 31, 2025, is made by Game Your Game, Inc., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.

Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time (the “Note”), pursuant to a certain Securities Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

 

B.

In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

 

C.

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GAME YOUR GAME, INC. 2026 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT

 

Unless otherwise defined herein, the terms defined in the Game Your Game, Inc. 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).

 

Participant Name: Address:

 

The undersigned Participant has been granted an Option to purchase Common Stock of Game Your Game, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

 

Grant Number:

 

 

 

 

 

Date of Grant:

 

 

 

 

 

Vesting Commencement Date:

 

 

 

 

 

Exercise Price per Share (in U.S. Dollars):

 

 

 

 

 

Total Number of Shares Subject to Option:

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Note Purchase Agreement

 

This Note Purchase Agreement (this “Agreement”), dated as of December 31, 2025, is entered into by and between Game Your Game, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

 

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $575,000.00 (the “Note”).

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